United States securities and exchange commission logo
December 31, 2020
Manish Chandra
Chief Executive Officer
Poshmark, Inc.
203 Redwood Shores Parkway, 8th Floor
Redwood City, California 94065
Re: Poshmark, Inc.
Registration
Statement on Form S-1
Filed December 17,
2020
File No. 333-251427
Dear Mr. Chandra:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
December 14, 2020 letter.
Registration Statement on Form S-1 Filed December 17, 2020
Shares Eligible for Future Sale, page 144
1. We note your disclosure
that "[t]he shares of Class A common stock issuable upon the
automatic conversion of
the Convertible Notes . . . will be deemed 'restricted securities' as
defined in Rule 144."
However, the tables on pages 144-145 and 41-42 seem to suggest
that shares of your
Class A common stock issuable upon the automatic conversion of the
Convertible Notes will
be available for sale in the public market as of the date of your
prospectus. Please
revise the tables to clarify which shares of Class A common stock are
available for sale as
of the date of this prospectus as compared to a future date because of
the restrictions
contained in Rule 144, as it pertains to the shares issuable upon conversion
of the Convertible
Notes.
Manish Chandra
Poshmark, Inc.
December 31, 2020
Page 2
Poshmark, Inc. Interim Financial Statements
Notes to Condensed Consolidated Financial Statements (unaudited)
11. Net Income (Loss) Per Share Attributable to Common Stockholders, page F-64
2. We have reviewed your response to prior comment 3 and the revisions made
to pages F-
51 and F-52 of your financial statements. Please provide us with your
computation of the
undistributed earnings attributable to participating securities for the
nine months ended
September 30, 2020 that have been deducted from your net income to arrive
at the net
income attributable to common stockholders for this period.
You may contact Linda Cvrkel at (202) 551-3813 or Lyn Shenk at (202)
551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Katherine Bagley at (202) 551-2545 or Mara Ransom at (202) 551-3264
with any other
questions.
Sincerely,
FirstName LastNameManish Chandra
Division of
Corporation Finance
Comapany NamePoshmark, Inc.
Office of Trade &
Services
December 31, 2020 Page 2
cc: Anthony J. McCusker
FirstName LastName